The sedimentary benthos of a series of shallow, eutrophicated lakes, the Norfolk Broads is, in general, low not only in number of species but unexpectedly in number of individuals. In two of the lakes, Hudsons Bay and Hoveton Great Broad, chironomids and oligochaetes dominated the fauna. Hudsons Bay has an extensive stand of water lilies (Nuphar lutea); Hoveton Great Broad does not. There were significant relationships between number of chironomids and of Potamothrix hammoniensis with organic content of the sediments, but these were due not to food availability but to the structure imparted to the otherwise fluid sediment by the organic matter. Sediment stabilised in plastic bowls developed much larger populations of oligochaetes than found in the unrestricted sediment. Protection of the community from fish predation resulted in a further major increase in numbers. Sediment stability and predation rather than food supply were the major determinants of these benthic populations.